WESTGATE ENERGY ANNOUNCES AGREEMENT TO ACQUIRE SIGNIFICANT MANNVILLE STACK LAND POSITION AND A US$25 MILLION LOAN
WESTGATE ENERGY ANNOUNCES AGREEMENT TO ACQUIRE SIGNIFICANT MANNVILLE STACK LAND POSITION AND A US$25 MILLION LOAN |
| [10-March-2025] |
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ CALGARY, AB, March 10, 2025 /CNW/ - Westgate Energy Inc. ("Westgate" or the "Company") (TSXV: WGT), is pleased to announce that it has entered into an asset purchase and sale agreement (the "Acquisition Agreement") with an arm's length, large, well-financed private oil and gas company for the strategic acquisition of Mannville Stack focused assets in East-Central Alberta near Frog Lake (the "Acquisition Lands") for total cash consideration of $7.0 million, before closing adjustments (the "Strategic Acquisition"). The Company's net cost of the Strategic Acquisition is expected to be approximately $5.7 million. The Acquisition Agreement was entered into on March 7, 2025 and is expected to close in June 2025.
Acquisition Highlights Pursuant to the Strategic Acquisition, Westgate will acquire 14.5 sections (3,712 hectares) of primarily contiguous mineral rights, and 58 bbl/d of oil. Up to 57 multi-lateral horizontal well locations have been internally identified by the Company on the Acquisition Lands across three stacked oil bearing Mannville zones.
The Strategic Acquisition is subject to, among other things, customary closing conditions, including the accuracy of representations and warranties, the performance of covenants in the definitive agreements and obtaining certain governmental and third-party approvals are received and the Company entering into a master development agreement with the Metis Settlement with respect to the Acquisition Lands. Financings The Company has signed a non-binding term sheet with a Texas-based private credit investment group (the "Lender") in respect of a potential US$25 million first lien senior secured loan (the "Senior Secured Loan"). Obtaining the Senior Secured Loan is subject to, among other things, the negotiation and execution of definitive agreements in relation thereto and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV"). The Senior Secured Loan is expected to carry an interest rate due quarterly of SOFR plus 7.75%, with an SOFR floor of 4.25%, and will mature in four years. Subject to TSXV approval, the Company expects to issue the Lender non-transferable common share purchase warrants of the Company (the "Loan Warrants") entitling it to acquire up to 12.5% of the fully diluted common shares in the capital of the Company (the "Common Shares") at the time definitive agreements are executed. Each Loan Warrant will entitle the Lender to acquire one Common Share for five years at an exercise price equal to the greater of: (1) the 40% premium to the trailing 30-day weighted average trading price at the time definitive agreements are executed; and (2) the market price of the Common Shares at the time definitive agreements are executed. The Company expects to execute definitive agreements in respect of the Senior Secured Loan on or about March 25, 2025, subject to successful negotiation. Once obtained, the Senior Secured Loan is expected to be used to fund drilling on the Company's existing lands and on the Acquisition Lands. Insider Private Placement In connection with the Strategic Acquisition, the Company closed a non-brokered private placement offering of 700 units of the Company ("Private Placement Units") to Art Agolli, a director of the Company, at a price of $1,000 per Private Placement Unit for gross proceeds of $700,000 (the "Insider Private Placement"). The Company used the gross proceeds from the Insider Private Placement to fund a $700,000 deposit required under the Acquisition Agreement. Each Private Placement Unit is comprised of $1,000 principal amount of convertible unsecured subordinated debentures of the Company (the "Private Placement Debentures") and 285 common share purchase warrants of the Company (the "Private Placement Warrants"). Subject to TSXV approval, the Private Placement Debentures are convertible at the election of the holder into Common Shares at a conversion price of $0.25 until August 28, 2025 and each Private Placement Warrant entitles the holder to acquire one Common Share at an exercise price of $0.27 until March 7, 2026. The Private Placement Debentures and the Private Placement Warrants are, and any Common Shares issuance issued thereunder will be, subject to a hold period expiring four months and one day from the date hereof. No finders' fees were paid in respect of the Insider Private Placement. Operational Update and 2025 Guidance The Company has commenced lease construction in preparation for an upcoming two Mannville Stack multi-leg horizontal well program in the Cold Lake area on the lands acquired last year within the Elizabeth Metis Settlement. The Company is currently producing 275 boe/d from its operations at Killam and Richdale. Following the closing of the Strategic Acquisition and obtaining the Senior Secured Loan, Westgate will provide production and capital guidance for full year 2025. The guidance is planned to include drilling Mannville horizontal multi-leg wells on the Acquisition Lands and the Company's previously acquired Mannville Stack lands near Cold Lake. The Company's drilling plans on the Acquisition Lands will be based on, and consistent with, the proposed master development agreement. Management expects to provide further details in respect of the Strategic Acquisition, including a possible growth profile (i.e. potential production and financial forecasts) assuming a fully funded capital program and certain analogous information (i.e. estimated well economics) from other producers in geographical proximity with Acquisition Lands, in an updated corporate presentation. The updated corporate presentation will be available on March 11, 2025 at www.westgateenergy.ca/investors. The Company has secured a $1.0 million revolving operating loan with ATB Financial (the "ATB Facility"). The ATB Facility is repayable on demand, are available for borrowing and are guaranteed by Westgate Energy Operations Ltd. (a wholly owned subsidiary of the Company) and secured by a lien over all present and after acquired property of Westgate and Westgate Energy Operations Ltd. The commitment letter amends and restates the prior commitment letter between ATB Financial and Westgate Energy Operations Ltd. The ATB Facility is to be used for the Company's general corporate purposes, including managing working capital, but excluding capital expenditures and acquisitions. Management Commentary Westgate is pleased to be announcing the Strategic Acquisition within its core area of the Mannville Stack fairway. Upon closing, we will have more than tripled our land holdings in the area, and more than doubled our potential horizontal location count. We believe this is a key step in further establishing our position in the area and provides us the pathway to significantly grow the Company through the drill bit and prove up significant reserves via the stacked nature of the Mannville formations within our new footprint. Regulatory Matters In respect of the Insider Private Placement, Art Agolli, as a director of the Company, is currently a "related party" of the Company in accordance with Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, the acquisition of Private Placement Debentures and Private Placement Warrants by Mr. Agolli is considered a "related party transaction" pursuant to MI 61-101. Pursuant to MI 61-101, absent an available exemption, the Company would have been required to obtain minority approval and a formal valuation for the issuance of Private Placement Debentures and Private Placement Warrants to Mr. Agolli. An exemption was available for the issuance pursuant to Sections 5.5(a) and 5.7(a) of MI 61-101, respectively, because neither the fair market value of the subject matter of, nor the fair market value consideration for the transaction insofar as it involves such related parties, exceeds 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Insider Private Placement as the Company wished to close such on an expedited basis in order to fund the $700,000 deposit required under the Acquisition Agreement. If Mr. Agolli converted and exercised all the Private Placement Debentures and the Private Placement Warrants, he will own 3,825,904 Common Shares, representing 7.0% of the outstanding Common Shares (on a partially diluted basis). Westgate's board of directors approved the Insider Private Placement with Mr. Agolli abstaining from all discussions and voting in respect thereof. The Strategic Acquisition constitutes a "Reviewable Transaction" in accordance with TSXV Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets (as such term is defined in the TSXV Corporate Finance Manual) and therefore remains subject to review and acceptance of the TSXV. Westgate's Differentiated Strategy Westgate is focused on the emerging Mannville Stack fairway located in East-Central Alberta and West Central Saskatchewan. This fairway is characterized by known accumulations of medium and heavy oil which are being 'unlocked' via the application of innovative drilling techniques that utilize multi-lateral horizontal drilling. Applying these multi-lateral drilling techniques has yielded some of the strongest oil well economics across Western Canada. The management team and board of Westgate have extensive experience building and leading successful energy companies in Canada. The collective successes of the leadership group share common characteristics: a strategy of targeting high-quality oil assets with large quantities of oil-in-place, and driving growth through successful drilling as well as strategic merger and acquisition opportunities. This proven blueprint of delivering shareholder value will be foundational to Westgate's strategy, positioning the Company as one of a select few pure-play, high-growth, publicly traded junior oil companies focused on the Mannville Stack Fairway. For more information, please visit www.westgateenergy.ca. Abbreviations bbl barrel Reader Advisories In this press release, all references to "$" are to Canadian dollars, unless otherwise stated. Cautionary Note Regarding Forward-Looking Statements Certain information contained in this press release of Westgate constitutes forward-looking in-formation or forward-looking statements (collectively, "forward-looking statements") under applicable securities laws. All statements other than statements of historical fact are forward‐looking statements. Forward‐looking statements typically contain words such as "anticipate", "believe", "confirms", "continuous", "estimate", "expect", "may", "plan", "project", "should", "will", or similar words suggesting future outcomes. Forward-looking statements in this press release include, statements, tables and graphics with respect to, among other things: the Company's strategy, including targeting medium and heavy oil opportunities in Eastern Alberta and Western Saskatchewan; statements related to the potential Strategic Acquisition, including the effect on the Company's drilling inventory; the effect of the Strategic Acquisition on the Company's expected production growth; the rationale for the Strategic Acquisition; the expected terms of the Senior Secured Loan, including the estimated closing date thereof; the entry into definitive agreements in respect of the Senior Secured Loan; the satisfaction of the conditions to obtaining the Senior Secured Loan, including the receipt, in a timely manner, of regulatory and other required approvals; the availability of an updated corporate presentation and its expected contents; management's assessment of the Mannville Stack fairway in Eastern Alberta and Western Saskatchewan, including its growth profile, production capacities and the properties and wells Westgate believes analogous to its own; the Company's anticipated capital program, including the number, timing and cost of drilling new wells; drilling and production forecasts; potential future drilling locations on the its existing lands and the Acquisition Lands; the Company's anticipated capital structure and sources and uses of funds; potential capital investments, including cost estimates, expenditures and deployment timing; anticipated producer activity and industry trends; and anticipated and potential performance. Readers are cautioned not to place undue reliance on the forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Although the forward-looking statements contained in this press release are based upon assumptions which management of the Company believes to be reasonable, the Company can-not assure investors that actual results will be consistent with these forward-looking statements. With respect to the forward-looking statements contained in this press release, the Company has made assumptions regarding the ability of the Company to close the Strategic Acquisition; the anticipated benefits of the Strategic Acquisition; the terms of and the ability to obtain the Senior Secured Loan; the ability of management to successfully implement and exe-cute its business plan; the timing and success of its future drilling plans and its ability to identify new drilling locations; the anticipated benefits of its relationships with the applicable Metis Settlements; the ability of the Company to integrate its current and proposed assets; future commodity prices; activities of producers, competitors and others; future construction schedules and costs, including the availability and cost of materials and service providers; inflation expectations; marketing margins; the Company's ability to generate sufficient cash flow to meet its current and future obligations; the Company's ability to access external sources of debt and equity capital; drilling and production potential from its current and proposed assets and the Mannville Stack more generally; assumptions regarding the ability to use multilateral horizontal drilling, including its expected decreased capital expenses and increased production bene-fits; timing to increase production; royalty schemes; the accuracy of land and asset valuations and geological and geophysical data; the accuracy of reserve estimates; returns on target pro-jects; and the occurrence and timing of certain events and their expected impact on the oil and gas market, including the WCS-WTI spread. The Company's actual results could differ materially from those anticipated in the forward-looking statements as a result of known and unknown risks and uncertainties and other factors, many of which are outside the Company's control, including but not limited to: the possible failure to realize the anticipated benefits of the Strategic Acquisition; the failure to obtain the Senior Secured Loan; the failure of management to successfully implement its business plan and/or the failure of such initiatives to yield the expected benefits and results; the failure of the Company to successfully implement its future drilling plans and identify new drilling locations; the accuracy of analogous information; the failure to realize the anticipated benefits of the Company's relationships with applicable Metis Settlements; the failure of the Company to successfully integrate its current and proposed assets; fluctuations in the supply of and demand for natural gas, NGLs and crude oil; disruption or unexpected difficulties in developing assets; the Company's ability to generate sufficient cash flow from operations to meet its current and future obligations; non-performance of agreements in accordance with their terms; general economic, political, market and business conditions, including fluctuations in interest rates, foreign exchange rates, stock market volatility, supply and demand trends, armed hostilities, acts of war, terrorism, cyberattacks, trade disruptions, diplomatic developments and inflationary pressures; and other risks and uncertainties associated with the oil and gas industry. Readers are cautioned that the foregoing lists of important factors, risks and assumptions are not exhaustive, and they should not unduly rely on the forward-looking statements included in this press release. All forward-looking statements contained in this press release are made as of the date included on the cover page of this press release and Westgate does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable securities law. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Further important factors affecting forward-looking statements and management's assumptions and analysis thereof is available in filings made by the Company with Canadian provincial securities commissions available on SEDAR+ at www.sedarplus.ca. Oil and Gas Advisories Barrels of Oil Equivalent Boe may be misleading, particularly if used in isolation. In accordance with National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities, a conversion ratio for conventional natural gas of 6 Mcf:1 bbl has been used, which is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, utilizing a conversion on a 6 Mcf:1 bbl basis may be misleading as an indicator of value as the value ratio between conventional natural gas and heavy crude oil, based on the current prices of natural gas and crude oil, differ significantly from the energy equivalency of 6 Mcf:1 bbl. Drilling Locations Unbooked drilling locations in respect of Westgate's current assets and the Acquisition Lands are the internal estimates of Westgate based on the assets prospective acreage and an assumption as to the number of wells that can be drilled per section based on industry practice and internal review. Unbooked locations do not have attributed reserves or resources (including contingent and prospective). Unbooked locations have been identified by the Company's management as an estimation of the Company's multi-year drilling activities based on evaluation of applicable geologic, seismic, engineering, production and reserves information. There is no certainty that Westgate will drill all unbooked drilling locations and if drilled there is no certainty that such locations will result in additional oil and natural gas reserves, resources or production. The drilling locations on which the Company will actually drill wells, including the number and timing thereof is ultimately dependent upon the availability of funding, regulatory approvals, seasonal restrictions, oil and natural gas prices, costs, actual drilling results, additional reservoir information that is obtained and other factors. While a certain number of the unbooked drilling locations have been de-risked by Westgate drilling existing wells in relative close proximity to such unbooked drilling locations, the majority of other unbooked drilling locations are farther away from existing wells where management of Westgate has less information about the characteristics of the reservoir and therefore there is more uncertainty whether wells will be drilled in such locations and if drilled there is more uncertainty that such wells will result in additional oil and gas reserves, resources or production. Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE Westgate Energy Inc. | ||
Company Codes: TorontoVE:WGT |
